Form990-PF

Department of the Treasury
Internal Revenue Service
Return of Private Foundation
or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation
Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.
OMB No. 1545-0052
2010
For calendar year 2010, or tax year beginning 01-01-2010 , and ending 12-31-2010
G
Check all that apply:
Name of foundation
MARBROOK FOUNDATION
 

Number and street (or P.O. box number if mail is not delivered to street address)730 2ND AVE S SUITE 1300   Room/suite
City or town, state, and ZIP code
MINNEAPOLIS, MN55402
A Employer identification number

41-6019899
B Telephone number (see page 10 of the instructions)

(612) 752-1783
C bullet
D 1. bullet
H Check type of organization:
2. bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$14,649,807J Accounting method:
 
(Part I, column (d) must be on cash basis.)
E bullet
F bullet
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule)  
2 Check bullet
3 Interest on savings and temporary cash investments      
4 Dividends and interest from securities...... 247,201 247,201  
5a Gross rents..............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 -426,505
b Gross sales price for all assets on line 6a 4,014,655
7 Capital gain net income (from Part IV, line 2)... 0
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 809 -2,693  
12 Total. Add lines 1 through 11........ -178,495 244,508  
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 58,854 0   58,854
14 Other employee salaries and wages......        
15 Pension plans, employee benefits.......        
16a Legal fees (attach schedule).........        
b Accounting fees (attach schedule)....... Click to see attachment 12,400 0   12,400
c Other professional fees (attach schedule)....        
17 Interest...............        
18 Taxes (attach schedule) (see page 14 of the instructions) Click to see attachment 4,543 4,543   0
19 Depreciation (attach schedule) and depletion...      
20 Occupancy.............. 6,268 1,254   5,014
21 Travel, conferences, and meetings.......        
22 Printing and publications..........        
23 Other expenses (attach schedule)....... Click to see attachment 201,476 143,870   45,662
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 283,541 149,667   121,930
25 Contributions, gifts, grants paid........ 648,806 648,806
26 Total expenses and disbursements. Add lines 24 and 25 932,347 149,667   770,736
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements -1,110,842
b Net investment income (if negative, enter -0-) 94,841
c Adjusted net income (if negative, enter -0-)...  
For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.
Cat. No. 11289X Form 990-PF (2010)
Form 990-PF (2010)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.)		 Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing...............      
2 Savings and temporary cash investments.......... 231,458 1,110,585 1,110,585
3 Accounts receivable bullet  
Less: allowance for doubtful accounts bullet        
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see page 15 of the
instructions)....................      
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use...............      
9 Prepaid expenses and deferred charges...........      
10a Investments—U.S. and state government obligations (attach schedule) 1,269,127 Click to see attachment1,326,949 1,413,784
b Investments—corporate stock (attach schedule)........ 7,634,953 Click to see attachment4,501,720 5,395,651
c Investments—corporate bonds (attach schedule)........ 263,075 Click to see attachment1,333,079 1,330,721
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans..............      
13 Investments—other (attach schedule)........... 3,988,628 Click to see attachment4,004,066 5,399,066
14 Land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
15 Other assets (describe bullet)      
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 13,387,241 12,276,399 14,649,807
Liabilities 17 Accounts payable and accrued expenses..........    
18 Grants payable...................    
19 Deferred revenue..................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet)    
23 Total liabilities (add lines 17 through 22).......... 0 0
Net Assets or Fund Balances bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted....................    
25 Temporarily restricted................    
26 Permanently restricted................    
bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds......... 13,387,241 12,276,399
28 Paid-in or capital surplus, or land, bldg., and equipment fund 0 0
29 Retained earnings, accumulated income, endowment, or other funds 0 0
30 Total net assets or fund balances (see page 17 of the
instructions).................... 13,387,241 12,276,399
31 Total liabilities and net assets/fund balances (see page 17 of
the instructions).................. 13,387,241 12,276,399
Part III Analysis of Changes in Net Assets or Fund Balances
1 Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
with end-of-year figure reported on prior year’s return)............... 1 13,387,241
2 Enter amount from Part I, line 27a...................... 2 -1,110,842
3 Other increases not included in line 2 (itemize) bullet 3 0
4 Add lines 1, 2, and 3.......................... 4 12,276,399
5 Decreases not included in line 2 (itemize) bullet 5 0
6 Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.. 6 12,276,399
Form 990-PF (2010)
Form 990-PF (2010)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.) 		(b) How acquired
P—Purchase
D—Donation 		(c) Date acquired
(mo., day, yr.) 		(d) Date sold
(mo., day, yr.)
1 a MSIF INTERNATIONAL EQUITY P   2010-12-28
b MSIF INTERNATIONAL EQUITY P   2010-12-28
c TCW CONC CORE EQUITY P    
d TCW CONC CORE EQUITY P    
e TCW VALUE OPPORT-EXCESS GAIN ON LIQ P    
TCW VALUE OPPORTUNITIES P    
TCW VALUE OPPORTUNITIES P    
SPEECE THORSON P    
SPEECE THORSON P    
CHURCHILL CAPITAL P    
COMPASS-US TRUST P    
RIVERBRIDGE P    
RIVERBRIDGE P    
COMMON SENSE PARTNERS P    
COMMON SENSE PARTNERS P    
TCW GROWTH P    
(e) Gross sales price (f) Depreciation allowed
(or allowable) 		(g) Cost or other basis
plus expense of sale 		(h) Gain or (loss)
(e) plus (f) minus (g)
a 2,577,268   3,460,091 -882,823
b 38,222   37,743 479
c 484,061   508,435 -24,374
d 156,825   163,569 -6,744
e       38,078
      146,490
      59,043
      112,459
      17,413
      -1,571
583,028   572,333 10,695
34,456   27,708 6,748
140,795   105,199 35,596
      23,758
      -16,524
      54,772
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i) F.M.V. as of 12/31/69 (j) Adjusted basis
as of 12/31/69 		(k) Excess of col. (i)
over col. (j), if any
a       -882,823
b       479
c       -24,374
d       -6,744
e       38,078
      146,490
      59,043
      112,459
      17,413
      -1,571
      10,695
      6,748
      35,596
      23,758
      -16,524
      54,772
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 -426,505
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions).
If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . . 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2009 783,953 12,473,657 0.062849
2008 834,323 15,060,860 0.055397
2007 898,334 16,882,231 0.053212
2006 852,936 16,205,702 0.052632
2005 830,121 15,780,614 0.052604
2 Total of line 1, column (d) ...................... 2 0.276694
3 Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by
the number of years the foundation has been in existence if less than 5 years. . . 		3 0.055339
4 Enter the net value of noncharitable-use assets for 2010 from Part X, line 5..... 4 13,751,900
5 Multiply line 4 by line 3....................... 5 761,016
6 Enter 1% of net investment income (1% of Part I, line 27b)........... 6 948
7 Add lines 5 and 6......................... 7 761,964
8 Enter qualifying distributions from Part XII, line 4.............. 8 770,736
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See
the Part VI instructions on page 18.
Form 990-PF (2010)
Form 990-PF (2010)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)
1a Bulletand enter “N/A” on line 1. Bracket
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b 1 948
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2............................ 3 948
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-). 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 948
6 Credits/Payments:
a 2010 estimated tax payments and 2009 overpayment credited to 2010 6a 5,000
b Exempt foreign organizations—tax withheld at source....... 6b
c Tax paid with application for extension of time to file (Form 8868) 6c  
d Backup withholding erroneously withheld ........... 6d  
7 Total credits and payments. Add lines 6a through 6d.............. 7 5,000
8 Enter any penalty for underpayment of estimated tax. if Form 2220 is attached. 8  
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 4,052
11 Enter the amount of line 10 to be: Credited to 2011 estimated taxBullet4,052 Refunded Bullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of
the instructions for definition)?.............................
1b
 
No
If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If “Yes,” attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If “Yes,” has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If “Yes,” attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
    Yes
     
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see page 19 of the
    instructions)bulletMN
    b
    If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2010 or the taxable year beginning in 2010 (see instructions for Part XIV on
    page 27)? If “Yes,” complete Part XIV...........................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.
    10
     
    No
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) .......
    11
     
    No
    12
    Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.MARBROOKFOUNDATION.ORG
    14
    The books are in care ofbulletSAWMILL PRIVATE MANAGEMENT INC Telephone no.bullet (612) 752-1770
    Located atbullet730 SECOND AVE S STE 1300MINNEAPOLISMN ZIP+4bullet55402
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041.........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ......bullet
    15  
    16
    At any time during calendar year 2010, did the foundation have an interest in or a signature or other authority over
    a bank, securities, or other financial account in a foreign country? .................
    16
     
    No
    See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 5
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?.........................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?.................
    (6) Agree to pay money or property to a government official? (Exception. Check “No”
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).........
    b
    If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...
    1b
     
     
    .........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2010?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2010, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2010?...............
    If “Yes,” list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business
    enterprise at any time during the year?.....................
    b
    If “Yes,” did it have excess business holdings in 2010 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2010.)....................
    3b
     
     
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2010?
    4b
     
    No
    5a
    During the year did the foundation pay or incur any amount to:
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?...............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?........
    b
    If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?
    5b
     
     
    .........bullet
    c
    If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?............
    If “Yes,” attach the statement required by Regulations section 53.4945–5(d).
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay
    premiums on a personal benefit contract?....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....
    6b
     
    No
    If “Yes” to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 6
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to
    employee benefit plans
    and deferred compensation     		(e) Expense account,
    other allowances
    CONLEY BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    CONLEY BROOKS JR TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    MARKELL BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    MARKELL KIEFER TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    JULIE B ZELLE TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    STEPHEN B BROOKS TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    KATHERINE M LEIGHTON TRUSTEE
    1.00     		0 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    JULIE HARA DIRECTOR
    20.00     		58,854 0 0
    730 2ND AVE S STE 1300
    MINNEAPOLIS,MN55402
    2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions).
    If none, enter “NONE.”
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    NONE
    Total number of other employees paid over $50,000...................bullet 0
    3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    NONE
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1
     
    2  
    3  
    4  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 7
    Part IX-B
    Summary of Program-Related Investments (see page 23 of the instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1  
    2  
    All other program-related investments. See page 24 of the instructions.
    3  
    Total. Add lines 1 through 3...........................bullet0
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
    see page 24 of the instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    13,246,911
    b
    Average of monthly cash balances.......................
    1b
    714,409
    c
    Fair market value of all other assets (see page 24 of the instructions)............
    1c
    0
    d
    Total (add lines 1a, b, and c).........................
    1d
    13,961,320
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) ..............
    1e
    0
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d..........................
    3
    13,961,320
    4
    Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25
    of the instructions) ............................
    4
    209,420
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    13,751,900
    6
    Minimum investment return. Enter 5% of line 5...................
    6
    687,595
    Part XI
    Distributable Amount bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    687,595
    2a
    Tax on investment income for 2010 from Part VI, line 5......
    2a
    948
    b
    Income tax for 2010. (This does not include the tax from Part VI.)...
    2b
    1,521
    c
    Add lines 2a and 2b............................
    2c
    2,469
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    685,126
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4.............................
    5
    685,126
    6
    Deduction from distributable amount (see page 25 of the instructions)...........
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,
    line 1.................................
    7
    685,126
    Part XII
    Qualifying Distributions (see page 25 of the instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    770,736
    b
    Program-related investments—total from Part IX-B..................
    1b
    0
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes................................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    770,736
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............
    5
    948
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4...............
    6
    769,788
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 8
    Part XIII
    Undistributed Income (see page 26 of the instructions)
    (a)
    Corpus     		(b)
    Years prior to 2009     		(c)
    2009     		(d)
    2010
    1 Distributable amount for 2010 from Part XI, line 7 685,126
    2 Undistributed income, if any, as of the end of 2010:
    a Enter amount for 2009 only....... 86,667
    b Total for prior years:20, 20, 20 0
    3 Excess distributions carryover, if any, to 2010:
    a From 2005.......  
    b From 2006.......  
    c From 2007.......  
    d From 2008.......  
    e From 2009.......  
    fTotal of lines 3a through e......... 0
    4Qualifying distributions for 2010 from Part
    XII, line 4: bullet$ 770,736
    a Applied to 2009, but not more than line 2a 86,667
    b Applied to undistributed income of prior years
    (Election required—see page 26 of the instructions)    		 0
    c Treated as distributions out of corpus (Election
    required—see page 26 of the instructions)...     		0
    d Applied to 2010 distributable amount..... 684,069
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2010. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ...........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable
    amount—see page 27 of the instructions ...     		0
    e Undistributed income for 2009. Subtract line
    4a from line 2a. Taxable amount—see page 27
    of the instructions ...........     		0
    f Undistributed income for 2010. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2011 ..........     		1,057
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (see page 27
    of the instructions) ...........     		0
    8Excess distributions carryover from 2005 not
    applied on line 5 or line 7 (see page 27 of the
    instructions) .............     		0
    9Excess distributions carryover to 2011.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2006....  
    b Excess from 2007....  
    c Excess from 2008....  
    d Excess from 2009....  
    e Excess from 2010....  
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 9
    Part XIV
    Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2010, enter the date of the ruling.......bullet
     
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2010 (b) 2009 (c) 2008 (d) 2007
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ....     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets” alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment” alternative test— enter 2⁄3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support” alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the organization had $5,000 or more in
    assets at any time during the year—see page 27 of the instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number of the person to whom applications should be addressed:
    MARBROOK FOUNDATION
    730 SECOND AVE S STE 1300
    MINNEAPOLIS,MN55402
    (612) 752-1783
    bThe form in which applications should be submitted and information and materials they should include:
    WRITTEN PROPOSAL WITH DESCRIPTION OF OBJECTIVES, BUDGET, METHOD OF EVALUATION, AND EVIDENCE OF CHARITABLE EXEMPTION.
    cAny submission deadlines:
    NONE
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    GENERALLY RESTRICTED TO THE MINNEAPOIS-ST PAUL AREA WITH PRIMARY EMPHASIS ON INITIATIVES THAT CREATE EQUAL OPPORTUNITY FOR IMMIGRANTS AND REFUGEES.
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 10
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    CENTER FOR DEMOCRACY AND CITIZENSHIP
    1929 5TH STREET SOUTH
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,806
    GROTTO FOUNDATION
    5323 LAKELAND AVE N
    MINNEAPOLIS,MN55429     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    ABBOTT NORTHWESTERN HOSPITAL FOUNDATION
    800 E 28TH STREET
    MINNEAPOLIS,MN554073799     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 20,000
    BEDLAM THEATRE
    1501 S 6TH STREET
    MINNEAPOLIS,MN55454     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    CAPI
    3702 EAST LAKE STREET
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 20,000
    COMMONBOND COMMUNITIES
    328 KELLOGG BOULEVARD
    ST PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    ENGLISH LEARNING CENTER
    2315 CHICAGO AVENUE S
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    FRIENDS OF EASTCLIFF
    176 NORTH MISSISSIPPI RIVER
    BOULEVARD
    STPAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    GREATER MINNEAPOLIS COUNCIL OF CHURCHES
    PO BOX 7509
    MINNEAPOLIS,MN554070509     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    GUTHRIE THEATER
    725 VINELAND PLACE
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    HMONG AMERICAN PARTNERSHIP
    1075 ARCADE ST
    ST PAUL,MN55106     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    HOPE COMMUNITY
    611 EAST FRANKLIN
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    ILLUSION THEATER
    528 HENNEPIN AVENUE SUITE 704
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    INSTITUTE FOR AGRICULTURE AND TRADE POLIC
    2105 FIRST AVE SOUTH
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    LA OPORTUNIDAD INC
    2700 E LAKE ST STE 3200
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    LAO FAMILY COMMUNITY OF MINNESOTA
    320 W UNIVERSITY AVE
    ST PAUL,MN55103     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    LUTHERAN SOCIAL SERVICE OF MINNESOTA (LSS
    2485 COMO AVENUE
    ST PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    LUTHERAN SOCIAL SERVICE OF MINNESOTA (LSS
    2485 COMO AVENUE
    ST PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    MINNESOTA CENTER FOR ENVIRONMENTAL ADVOCA
    26 E EXCHANGE ST
    ST PAUL,MN55101     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    MINNESOTA HISTORICAL SOCIETY
    345 KELLOGG BOULEVARD WEST
    ST PAUL,MN551021906     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    MINNESOTA HISTORICAL SOCIETY
    345 KELLOGG BOULEVARD WEST
    ST PAUL,MN551021906     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    MINNESOTA ORCHESTRAL ASSOCIATION
    1111 NICOLLET MALL
    MINNEAPOLIS,MN554032477     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    MINNESOTA SHUBERT PERFORMING ARTS AND EDU
    528 HENNEPIN AVE STE 303
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    663 UNIVERSITY AVENUE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 20,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    663 UNIVERSITY AVENUE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    PANGEA WORLD THEATER
    711 WEST LAKE STREET 101
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    PLYMOUTH CHURCH NEIGHBORHOOD FOUNDATION
    430 OAK GROVE STREET SUITE 130
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    PROJECT FOR PRIDE IN LIVING
    1035 E FRANKLIN AVENUE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    STEPPINGSTONE THEATRE
    55 VICTORIA STREET NORTH
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    THE MINNESOTA OPERA
    620 N FIRST ST
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    MINNEAPOLIS FOUNDATION
    800 IDS CENTER
    MINNEAPOLIS,MN55502     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 80,000
    VIETNAMESE SOCIAL SERVICES OF MINNESOTA
    1159 UNIVERSITY AVENUE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    WOMEN'S FOUNDATION OF MINNESOTA
    155 FIFTH AVENUE SOUTH
    MINNEAPOLIS,MN554012549     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    WOMEN'S INITIATIVE FOR SELF EMPOWERMENT (
    HAMLINE PARK PLAZA
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 16,000
    YOUTH VENTURE MINNESOTA
    2822 LYNDALE AVE S
    MINNEAPOLIS,MN55408     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    COLLEGEVILLE INSTITUTE
    ECUMENICAL CULTURAL RESEARCH
    COLLEGEVILLE,MN56321     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    LEARNINGWORKS AT BLAKE
    THE BLAKE SCHOOL
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    HNUB TSHIAB
    PO BOX 14127
    ST PAUL,MN55114     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    MINNESOTA ENVIRONMENTAL INITIATIVE
    211 FIRST STREET NORTH
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATING SUPPORT -12,000
    AMHERST COLLEGE
    PO BOX 5000
    AMHERST,MA01002     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    AMHERST H WILDER FOUNDATION
    919 LAFOND AVENUE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    BRECK SCHOOL
    123 OTTAWA AVE N
    MINNEAPOLIS,MN55422     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    BRECK SCHOOL
    123 OTTAWA AVE N
    MINNEAPOLIS,MN55422     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    CAPI
    3702 EAST LAKE STREET
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 15,000
    CENTER FOR SPIRITUALITY AND HEALING
    420 DELAWARE ST SE
    MINNEAPOLIS,MN55455     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 4,000
    CENTER FOR THE AMERICAN EXPERIMENT
    12 SOUTH 6TH STREET
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    COLLEGEVILLE INSTITUTE FOR ECUMENICAL & C
    ECUMENICAL CULTURAL RESEARCH
    MINNEAPOLIS,MN56321     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    COLORADO ROCKY MOUNTAIN SCHOOL
    1493 COUNTY ROAD 106
    CARBONDALE,CO81623     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    COMUNIDADES LATINAS UNIDAS EN SERVICIO
    720 EAST LAKE STREET
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    CONNECTICUT COLLEGE
    270 MOHEGAN AVE
    NEW LONDON,CT06320     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    CORNELL UNIVERSITY
    BOX 223623
    PITTSBURGE,PA15251     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    CROSSROADS SCHOOL FOR ARTS AND SCIENCES
    1714 21ST STREET
    SANTA MONICA,CA90404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 4,000
    EMERGE COMMUNITY DEVELOPMENT
    1101 WEST BROADWAY
    MINNEAPOLIS,MN55411     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    FRIENDS OF SURMANG FOUNDATION
    13536 GOLD HILL ROAD
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    FRIENDS' SCHOOL
    5465 PENNSYLVANIA AVENUE
    BOULDER,CO80303     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 4,000
    FRIENDS' SCHOOL
    5465 PENNSYLVANIA AVENUE
    BOULDER,CO80303     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    FRIENDS' SCHOOL
    5465 PENNSYLVANIA AVENUE
    BOULDER,CO80303     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    FRIENDS WITHOUT A BORDER
    1123 BROADWAY SUITE 1210
    NEW YORK,NY10010     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    GAMPO ABBEY
    PLEASANT BAY
    CANADA,NSBOE 2PO
    CA     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    GREATER MINNEAPOLIS COUNCIL OF CHURCHES
    1001 EAST LAKE STREET
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 20,000
    GROWING GARDENS
    2003 NE 42ND AVE 3
    PORTLAND,OR97213     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    HIAWATHA LEADERSHIP ACADEMY
    3810 EAST 56TH STREET
    MINNEAPOLIS,MN55417     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    HUMANE SOCIETY OF THE UNITED STATES
    2100 L ST NW
    WASHINGTON,DC20037     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    INTERFAITH OUTREACH AND COMMUNITY PARTNER
    110 GRAND AVENUE
    WAYZATA,MN55391     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    INTERNATIONAL INSTITUTE OF MINNESOTA
    1694 COMO AVENUE
    ST PAUL,MN55108     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    KAREN ORGANIZATION OF MINNESOTA
    1394 JACKSON ST STE 324
    ST PAUL,MN55117     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    KEYSTONE COMMUNITY SERVICES
    2000 ST ANTHONY AVE
    ST PAUL,MN55104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    KHYENTSE FOUNDATION
    PO BOX 156648
    SAN FRANCISCO,CA94115     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    LOS ANGELES COUNTY MUSEUM OF ART (LACMA)
    5905 WILSHIRE BLVD
    LOS ANGELES,CA90036     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    MIDWEST ART CONSERVATION CENTER
    2400 3RD AVE S
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    MINNEAPOLIS HEART INSTITUTE FOUNDATION
    920 EAST 28TH ST STE 100
    MINNEAPOLIS,MN55407     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    MINNEAPOLIS INSTITUTE OF ARTS
    2400 THIRD AVE S
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    MINNESOTA DANCE THEATRE AND THE DANCE INS
    528 HENNEPIN AVE 6TH FLOOR
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    MINNESOTA SPAY NEUTER ASSISTANCE PROGRAM
    10000 HIGHWAY 55 STE 300
    PLYMOUTH,MN55441     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    MU PERFORMING ARTS
    355 WABASHA ST N STE 140
    ST PAUL,MN55102     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 7,500
    MYOTONIC DYSTROPHY FOUNDATION
    10016 FOOTHILLS BLVD SUITE 130
    ROSEVILLE,CA957477198     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    NALANDBODHI
    3902 WOODLAWN PARK AVE N
    SEATTLE,WA98103     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    NAROPA UNIVERSITY
    2130 ARAPAHOE AVE
    BOULDER,CO803026697     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    NEIGHBORHOOD HOUSE
    179 ROBIE ST E
    ST PAUL,MN551072360     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 15,000
    PEDIATRIC AIDS COALITION
    308 WESTWOOD PLAZA
    LOS ANGELES,CA90024     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    PHEASANTS FOREVER
    PO BOX 812
    FERGUS FALLS,MN565380812     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    PIEDMONT COUNCIL OF THE ARTS
    PO BOX 2426
    CHARLOTTESVILLE,VA229022426     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    PRODUCTIVE ALTERNATIVES
    1205 NORTH TOWER ROAD
    FERGUS FALLS,MN565379680     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    PROJECT KINDLE
    28245 AVE CROCKER STE 104
    SANTA CLARITA,CA91355     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    PROJECT SUCCESS
    2124 DUPONT AVE S
    MINNEAPOLIS,MN55405     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    ROMERO INSTITUTE
    540 SAND DOLLAR DRIVE
    LA SELVA,CA95076     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 4,000
    SOLDIERS ANGELS
    1792 E WASHINGTON BLVD
    PASADENA,CA91104     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    SOMALI SUCCESS SCHOOL
    614 E GRANT ST
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 10,000
    ST PAUL ACADEMY AND SUMMIT SCHOOL
    1712 RANDOLPH AVE
    ST PAUL,MN551052194     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    ST PAUL ACADEMY AND SUMMIT SCHOOL
    1712 RANDOLPH AVE
    ST PAUL,MN551052194     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    TEACH FOR AMERICA-TWIN CITIES
    119 NORTH FOURTH ST STE 200
    MINNEAPOLIS,MN55401     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 15,000
    CT LEGACY PROJECT
    3405 PENROSE PLACE 102
    BOULDER,CO80301     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    THE HILL MUSEUM AND MANUSCRIPT LIBRARY (H
    PO BOX 7300
    COLLEGEVILLE,MN56321     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    THE MINNEAPOLIS FOUNDATION
    800 IDS CENTER
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 25,000
    THE NATURE CONSERVANCY OF MINNNESOTA
    1101 WEST RIVER PARKWAY
    MINNEAPOLIS,MN55415     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    THE SAKYONG FOUNDATION
    700 PEARL STREET 3
    BOULDER,CO80302     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    THE WOMEN'S INITIATIVE
    1007 EAST HIGH STREET
    CHARLOTTESVILLE,VA22902     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    THE WOMEN'S INITIATIVE
    1007 EAST HIGH STREET
    CHARLOTTESVILLE,VA22902     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    TIGERLION ARTS
    730 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    TIGERLION ARTS
    730 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    TIGERLION ARTS
    730 SECOND AVENUE SOUTH
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 3,000
    UNION COLLEGE
    807 UNION STREET
    SCHENECTADY,NY12308     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    WALKER ART CENTER
    1750 HENNEPIN AVE
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    YALE UNIVERSITY
    PO BOX 2038
    NEW HAVEN,CT065212038     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 1,000
    YALE UNIVERSITY
    PO BOX 2038
    NEW HAVEN,CT065212038     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 2,000
    MICROGRANTS
    1035 EAST FRANKLIN AVE
    MINNEAPOLIS,MN55404     		NONE 501(C)(3) GENERAL OPERATING SUPPORT 5,000
    Total .................................bullet 3a 648,806
    bApproved for future payment
    ABBOTT NORTHWESTERN HOSPITAL FOUNDATION
    800 E 28TH STREET
    MINNEAPOLIS,MN554073799     		NONE 501(C)(3) PLEDGE FOR TRANSFORMATIVE NURSE TRAINING PROGRAM 20,000
    CENTRE FOR ASIANS AND PACIFIC ISLANDERS
    3702 EAST LAKE STREET SUITE 200
    MINNEAPOLIS,MN55406     		NONE 501(C)(3) PLEDGE FOR REFUGEE WOMEN WORK READINESS 20,000
    COLLEGEVILLE INSTITUTE
    14027 FRUIT FARM ROAD
    COLLEGEVILLE,MN56321     		NONE 501(C)(3) PLEDGE FOR THE FAITH LEADERSHIP FOR AN ECUMENICAL FU 5,000
    FRIENDS OF EASTCLIFF
    176 NORTH MISSISSIPPI RIVER
    BOULEVARD
    ST PAUL,MN55104     		NONE 501(C)(3) PLEDGE FOR RESTORATION OF THE SUMMERHOUSE 60,000
    MINNEAPOLIS FOUNDATION
    80 SOUTH 8TH ST STE 800
    MINNEAPOLIS,MN55402     		NONE 501(C)(3) PLEDGE EAST PHILLIPS IMPROVEMENT COALITION 80,000
    MINNESOTA HISTORICAL SOCIETY
    345 KELLOGG BOULEVARD WEST
    ST PAUL,MN551021906     		NONE 501(C)(3) PLEDGE FOR GREATEST GENERATION PROJECT 10,000
    NEIGHBORHOOD DEVELOPMENT CENTER
    663 UNIVERSITY AVENUE STE 200
    ST PAUL,MN55104     		NONE 501(C)(3) PLEDGE CAPITAL CAMPAIGN 20,000
    STEPPINGSTONE THEATRE
    55 VICTORIA STREET N
    ST PAUL,MN55104     		NONE 501(C)(3) PLEDGE CAPITAL CAMPAIGN 5,000
    WOMENS'S FOUNDATION OF MINNESOTA
    155 FIFTH AVENUE SOUTH STE 500
    MINNEAPOLIS,MN554012549     		NONE 501(C)(3) PLEDGE CAPITAL CAMPAIGN 10,000
    PLYMOUTH CHURCH NEIGHBORHOOD FOUNDATION
    430 OAK GROVE STREET SUITE 130
    MINNEAPOLIS,MN55403     		NONE 501(C)(3) PLEDGE CAPITAL CAMPAIGN 20,000
    Total ..................................bullet 3b 250,000
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 11
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See page 28 of
    the instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    a
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3Interest on savings and temporary cash investments          
    4 Dividends and interest from securities....     14 247,201  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6Net rental income or (loss) from personal property          
    7 Other investment income.....     14 809  
    8Gain or (loss) from sales of assets other than inventory     18 -426,505  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory..          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 -178,495 0
    13Total. Add line 12, columns (b), (d), and (e)...................
    13-178,495
    (See worksheet in line 13 instructions on page 28 to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See
    page 28 of the instructions.)
    Form 990-PF (2010)
    Form 990-PF (2010)
    Page 12
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section
    Yes
    No
    501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash....................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements............................
    1b(4)
     
    No
    (5) Loans or loan guarantees..............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.
    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........
    b
    If “Yes,” complete the following schedule.
    (a) Name of organization (b) Type of organization (c) Description of relationship
    SignHere
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    Signature of officer or trustee Date Title
    PaidPreparersUseOnly Preparer's SignatureBullet Date PTIN
    Firm's namebullet



    Firm's addressbullet







         		Firm's EINbullet
    Phone no.
    Form 990-PF (2010)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description

    TY 2010 AccountingFeesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    EIDE BAILEY 12,400 0   12,400

    TY 2010 GeneralExplanationAttachment
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Identifier Return Reference Explanation
    CONTROLLED FOREIGN PARTNERSHIP REPORTING   FROM THE FOUNDATION'S INVESTMENT IN COMMON SENSE PARTNERS II, IT RECEIVED THE FOLLOWING INFORMATION FOR INCLUSION IN THE 2010 TAX RETURN:THE TAXPAYER WAS REQUIRED TO FILE FORM 8865, BUT IS NOT DOING SO UNDER THECONSTRUCTIVE OWNERS EXCEPTION. THE TAXPAYER HAS AN INDIRECT INTEREST IN THEFOLLOWING ENTITY WHICH FILED FORM 8865: PENINSULA FUND, LP 1229 BURLINGAME AVE., SUITE 205 BURLINGAME, CA 94010THE TAXPAYER WOULD HAVE HAD TO FILE FORM 8865 FOR ITS INDRECT OWNERSHIP IN THE ENTITY LISTED BELOW BUT FOR THIS EXCEPTION. PENINSULA MASTER FUND, LTD C/O MOURANT CAYMAN CORPORATE SERVICES LTD HARBOUR CENTRE, 42 NORTH CHURCH STREET, PO BOX 1348 GRAND CAYMAN, KY1-1108, CAYMAN ISLANDS

    TY 2010 InvestmentsCorpBondsSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Bond End of Year Book Value End of Year Fair Market Value
    TEMPLETON GLOBAL BOND FUND 1,017,063 1,014,298
    COMPASS BOND FUND-CORPORATE BONDS 316,016 316,423

    TY 2010 InvestmentsCorpStockSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Name of Stock End of Year Book Value End of Year Fair Market Value
    TCW-GIBSON ADVISED FUND 181,191 178,233
    MORGAN STANLEY INTL EQUITY FD 0 0
    TCW CONCENTRATED CORE EQUITY 1,290,319 1,934,385
    TCW GALILEO SM CAP FUND 530,206 776,936
    TCW VALUE OPPORTUNITY FD, LP 0 0
    HARDING LOEVNER 2,500,004 2,506,097

    TY 2010 InvestmentsGovtObligationsSch
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    US Government Securities - End of Year Book Value:

    1,176,028
    US Government Securities - End of Year Fair Market Value:

    1,251,800
    State & Local Government Securities - End of Year Book Value:


    150,921
    State & Local Government Securities - End of Year Fair Market Value:


    161,984


    TY 2010 InvestmentsOtherSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    CHURCHILL CAPITAL PARTNERS IV AT COST 64,893 64,894
    COMMON SENSE PARTNERS II, L.P. AT COST 1,071,988 1,147,272
    RIVERBRIDGE SMID AT COST 1,270,938 1,693,036
    SPEECE THORSON CAPITAL VALUE FD AT COST 1,596,247 2,493,864

    TY 2010 OtherExpensesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ADMINISTRATIVE EXP 44,967 0   44,967
    DUES & SUBSCRIPTIONS 695 0   695
    CUSTODY FEES 746 746   0
    PORTFOLIO EXPENSE 75,264 75,264   0
    INVESTMENT MANAGEMENT FEES 37,904 37,904   0
    INVESTMENT MANAGEMENT FEES TO 990-T 0 -4,357   0
    NONDEDUCTIBLE FROM PASSTHROUGHS 12 0   0
    INVESTMENT INT EXPENSE 30,755 30,755   0
    INVESTMENT INT EXPENSE TO 990-T 0 -3,835   0
    OTHER PORTFOLIO LOSSES 7,393 7,393   0
    FEDERAL INCOME TAX 2,800 0   0
    STATE INCOME TAX 940 0   0


    TY 2010 OtherIncomeSchedule2
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ORD INC-PARTNERSHIP 94 94 94
    SECT 1231 GAINS-PARTNERSHIP 1,495 1,495 1,495
    SECT 1256 GAINS-PARTNERSHIP -267 -267 -267
    SETTLEMENT CLEARING -507 -507 -507
    COMMON SENSE PY K-1 ADJ -6 -6 -6
    EXCLUDE UNRELATED BUSINESS INCOME ON FORM 990-T   -3,502  


    TY 2010 TaxesSchedule
    Name:
    MARBROOK FOUNDATION
    EIN: 41-6019899
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    FOREIGN TAX PAID 4,543 4,543   0